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Kroger Recommends Rejection of "Mini-Tender" Offer From TRC Capital Corporation


CINCINNATI, Ohio. – The Kroger Co. (NYSE: KR) announced today that it has been notified of an unsolicited “mini-tender” offer dated January 23, 2009, made by TRC Capital Corporation, a private Canadian investment company, to purchase up to 3,000,000 shares of Kroger’s common stock, less than one half of one percent of the outstanding shares of common stock. TRC Capital’s unsolicited “mini-tender” offer price of $24 per share is approximately 3.5% below the $24.87 per share closing price of Kroger’s common stock on January 22, 2009, the last trading day prior to the commencement of the offer. Kroger is not affiliated in any way with TRC Capital, the offer, or the offer documentation.

Kroger recommends against shareholders tendering shares in response to this unsolicited offer, for the reasons described below.

TRC Capital has made many similar “mini-tender” offers for the shares of other companies. “Mini-tender” offers are designed to seek less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) because they are below the SEC’s threshold to provide such disclosure and procedural protections for investors.

The SEC has cautioned investors about “mini-tender” offers in an investor alert. The SEC noted that these offers “have been increasingly used to catch investors off guard” and that many investors who hear about “mini-tender” offers “surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers.”

To read more about the risks of “mini-tender” offers, please review the alert on the SEC’s website at Also, the Canadian Securities Administration has issued an advisory titled “Mini-Tender Offers - Watch Out For Mini-Tender Offers at Below Market Price!” That advisory can be found in a September 27, 1999 announcement on the Ontario Securities Commission’s website at

Shareholders should consult their financial advisors and should exercise caution with respect to TRC Capital’s offer. Shareholders who have already tendered should consider the advisability of withdrawing their shares as permitted under TRC Capital’s Offer to Purchase documents. According to the offer documents, the offer is currently scheduled to expire at 12:01 a.m., New York City time, on Tuesday, February 24, 2009.


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